DJ Interim Results for the six months to 30 September 2023
Global Ports Holding PLC (GPH)
Interim Results for the six months to 30 September 2023
19-Dec-2023 / 07:01 GMT/BST
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Global Ports Holding Plc
Interim Results for the six months to 30 September 2023
Global Ports Holding announces record interim results
Global Ports Holding Plc ("GPH" or "Group"), the world's largest independent cruise port operator, today issues its
unaudited results for the six months to 30 September 2023 ("Reporting Period").
6 months ended 6 months ended YoY 3 Months ended 3 Months ended
Key Financials & KPIs,6
30-Sept-23 30-Sept-22 Change 30-Sept-23 30-Sept-22
Passengers (m PAX) 2 6.7 4.4 54% 3.6 2.6
Total Revenue (USDm) 105.6 118.3 -11% 52.2 72.6
Adjusted Revenue (USDm) 3 95.9 64.1 50% 52.6 37.0
Segmental EBITDA (USDm) 4 67.6 44.0 54% 37.4 26.9
Adjusted EBITDA (USDm)5 64.1 40.4 59% 35.6 25.0
Segmental EBITDA Margin (%) 70.4% 68.7% 71.0% 72.7%
Adjusted EBITDA Margin (%) 66.9% 63.0% 67.6% 67.7%
Operating Profit (USDm) 34.5 21.9 57%
Profit/(Loss) before tax (USDm) 3.4 (4.4) n/a
Net Income (8.0) (7.3) n/a
Underlying profit (USDm)3 7.6 4.6 64%
EPS (c) (8.0) (11.6)
Adjusted EPS (c)4 11.8 7.3 61%
30-Sept-23 31-Mar-23
Gross Debt (IFRS) (USDm) 739.4 672.4 10%
Gross Debt ex IFRS 16 Leases (USDm) 679.5 612.3 11%
Net Debt ex IFRS 16 Leases (USDm) 561.1 494.0 14%
Cash and Cash Equivalents (USDm) 118.4 118.3 0%
Notes 1. All USD refers to United States Dollar unless otherwise stated 2. Passenger numbers refer to consolidated and managed cruise port portfolio, hence it excludes equityaccounted associates La Goulette, Lisbon, Singapore and Venice 3. Adjusted Revenue is calculated as Total Revenue excluding IFRIC-12 construction revenue 4. Segmental EBITDA includes the EBITDA from all consolidated ports and the contribution from managementagreements, plus the pro-rata Net Profit of equity-accounted associates La Goulette, Lisbon, Singapore and Venice 5. Adjusted EBITDA calculated as Segmental EBITDA less unallocated (holding company) expenses 6. Differences in totals may arise due to rounding
Mehmet Kutman, Chairman and Chief Executive officer, said;
"Our business continues to reach new highs, delivering record Adjusted Revenue and Adjusted EBITDA for the six-month reporting period. Demand for cruising remains exceptionally strong and our call reservations for calendar year 2024, are supportive of further significant growth in the business.
Our consolidated and management ports are expected to welcome close to 14 million passengers in the 12 months to 31 March 2025, with passenger volumes rising to exceed 16 million once San Juan Cruise Port and St Lucia Cruise Port join the network. This will take our annual total passenger volume across all ports in the GPH cruise port network, including equity accounted ports, to close to 20 million."
Overview
Record performance
-- Cruise passenger volumes rose 54% for the 6M period ending 30 Sept 2023 compared to the comparable periodin fiscal year 2023. In the second fiscal quarter to 30 Sept 2023, cruise passenger volumes increased by 39%compared to Q1 ending 30 June 2023. Occupancy levels returned to pre-covid levels during the 6M Reporting Period
-- Adjusted Revenue was USD 95.9 million for the 6M Reporting Period, an increase of 50% on the USD 64.1m inthe comparable period. This growth was primarily driven by the higher number of passenger volumes in all ourregions
-- Total consolidated revenues for the 6M Reporting Period, including IFRIC-12 construction revenues, wereUSD 105.6m compared to USD 118.3m in the comparable period. This decrease reflects the impact of lower constructionactivities at Nassau Cruise Port where the major construction works have been completed during the interim period
-- Segmental EBITDA for the 6M Reporting Period was USD 67.6 million compared to USD 44.0 million in thecomparable period. Adjusted EBITDA was USD 64.1 million compared to USD 40.4 million in comparable period
-- Profit before tax for the 6M Reporting Period was 3.4 million, underlying profit for the period was USD7.6 million
-- Net income for the 6M Reporting Period was a loss of 8.0 million compared to a loss of 7.3 million in thecomparable period
Balance sheet strengthened
-- IFRS Gross Debt was USD 739.4 million (Ex IFRS-16 Leases Gross Debt: USD 679.5 million), compared toGross Debt at 31 March 2023 of USD 672.4 million (Ex IFRS-16 Leases Gross Debt: USD 612.3 million). Net debt ExIFRS-16 finance leases of USD 561.1 million compared to USD 494.0 million as at 31 March 2023. At the end ofSeptember 2023, GPH had cash and cash equivalents of USD 118.4 million, compared to USD 118.3 million at 31 March2023 and USD 64.0 million at 30 June 2023
-- GPH issued USD 330 million of secured private placement notes ("Notes") to insurance companies andlong-term asset managers at a fixed coupon of 7.87% shortly before the end of the Reporting Period, mainly torefinance the 2021 Sixth Street loan. The Notes received an investment grade credit rating from two rating agenciesand will fully amortize over 17 years, with a weighted average maturity of c13 years. Over 90% of GPH's gross debtis now fixed and close to 85% of GPH's gross debt (ex IFRS-16 Leases) is made up of the investment grade ratedNotes and the ring-fenced project financed issuance for Nassau Cruise Port
-- The primary driver for the change in Gross Debt is the refinancing of Sixth Street loan (approximatelyUSD 255 million of nominal outstanding as of 31 March 2023) with the proceeds from the Notes (USD 330 million). Theexcess cash generated from this refinancing, after transaction expenses and certain reserve accounts, will be usedfor investments into near-term expansion projects. Another major impact to cash levels compared to 31 March 2023was the extension of Ege Port concession for c. USD 38 million at the start of the interim period whereas thedrawdown of the debt to finance this extension was completed shortly before the end of the fiscal year 2023
Network expanded and strengthened
-- Further expansion of the port network was achieved in the Reporting Period
-- We signed a 30-year concession with a 10-year extension option for Saint Lucia Cruise Port. In the 12months to 31 March 2023, St Lucia welcomed c590k passengers (2019 calendar year c790k). As part of this concession,GPH is planning to invest in a material expansion and upgrade of the cruise port facilities, the completion ofthese investments is expected to lead to a rise in passenger volumes to over 1m in the medium term
-- We were also awarded a 10-year port concession agreement (starting January 2025), with a potential 5-yearextension option for Bremerhaven Cruise Port. In 2022, Bremerhaven Cruise Port welcomed over 230k passengers, withover 90% of these being homeport passengers
-- At the start of the Reporting Period, GPH agreed to extend its concession agreement for Ege Port,Kusadasi, adding 19 years to this concession which now ends in July 2052. As part of the agreement, Ege Port paidan upfront concession fee of TRY 725.4 million (USD 38 million at the prevailing exchange rate at the time ofpayment). The capital increase at Ege Port funding the upfront concession fee was provided by GPH only. As aresult, GPH's equity stake in Ege Port has increased to 90.5% (from 72.5%)
-- After the end of the Reporting Period, GPH purchased from the minority shareholder its 38% holding inBarcelona Port Investments S.L. (BPI), taking our shareholding in BPI to 100%. The transaction terms areconfidential, however, the purchase price is below USD 20 million. As a result of this transaction, GPH's interestin both Barcelona Cruise Port and Malaga Cruise Port has risen to 100% from 62%, and GPH's effective interest hasrisen in Singapore Cruise Port to 40% (from 24.8%) and in Lisbon Cruise Port to 50% (from 46.2%)
Outlook
The global cruise industry has recovered strongly from the Covid pandemic, with industry occupancy rates now back to pre-Covid levels. Booking volumes across the industry remain very strong for the 2024 season, with the major cruise lines reporting record booking volumes and prices.
While high inflation and rising interest rates globally have led to an uncertain economic outlook, the longer lead time on cruise bookings compared to land based tourism provides significant protection to the cruise industry during periods of macro stress, with passenger volumes rarely negatively impacted.
At GPH's ports year-to-date, we have experienced higher than expected passenger volumes, driven by a faster recovery in occupancy rates across our port network. We currently expect to welcome at least 12.5m passengers across our consolidated and managed ports in the 12 months to 31 March 2024, which compares to our initial expectation of 11.8 million.
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Our current expectations are for consolidated and management ports to welcome close to 14 million passengers in the 12 months to 31 March 2025, with passenger volumes rising to exceed 16 million once San Juan Cruise Port and St Lucia Cruise Port join the network. This will take our total passenger volume across all ports in the GPH cruise port network, including equity accounted ports, to close to 20 million. We will disclose the updated call and passenger volumes for the 12 months to 31 March 2025 before the end of March 2024.
Group Performance Review
Our transformational investment in growing our cruise port network, which began before the pandemic and continued throughout the pandemic, has driven a step change in our financial performance. We also took actions to improve the operational performance across our existing cruise ports, including increased ancillary services and improved cost control.
Only now, with the return of passenger volumes and improved trading, the benefit of these actions can be seen in our financial results. The Covid pandemic also meant that we are only now really able to demonstrate the financial returns these new ports can achieve.
Adjusted Revenue for the 6M Reporting Period was USD 95.9 million, an increase of 50% on the USD 64.1 million in the comparable period. Adjusted EBITDA was USD 64.1 million compared to USD 40.4 million in the comparable period and compares to the USD 44.4 million in 2019, the last full year before the Covid pandemic.
Americas
We completed our transformational investment into Nassau Cruise Port during the Reporting Period. Our investment has created a world leading cruise port facility that has set a new standard for cruise port infrastructure globally. During the reporting period we also started operations at Prince Rupert Cruise Port, Canada, which is included in the Americas Segment for the first time.
Adjusted revenue in the Americas rose 54% to USD 22.8 million, with Segmental EBITDA rising 50%. The strong performance of Nassau Cruise Port last fiscal year continued into H1 2024. Antigua Cruise Port, which tends to be a winter destination, experienced a relatively subdued winter 2022/23 season as a result of the major US cruise lines focussing on short cruises close to their Southern US home ports. However, bookings for winter 2023/24 mean there will be a significant improvement in trading in the H2 2024 Reporting Period.
West Med & Atlantic
Our West Med & Atlantic region includes our Spanish ports Barcelona, Fuerteventura, Lanzarote, Las Palmas, Malaga, Tarragona and for the first time Alicante Cruise Port, as well as Kalundborg, Denmark, and the equity pick-up contribution from Lisbon and Singapore.
Our West Med & Atlantic Region delivered passenger growth of 74%, which drove growth in Adjusted Revenue of 50%, with Segmental EBITDA rising 77% to USD 20.0 million. This growth was driven by the recovery during summer 2023 mentioned above and the impact of the growth in the number of ports in the network, primarily the annualised impact of our three Canary Island ports and Tarragona Cruise Port as well as an improvement in occupancy rates compared to the comparable period.
Central Med
Our Central Med region includes Valletta Cruise Port, Malta, GPH's four Italian ports (Cagliari, Catania, Crotone and Taranto) and the equity pick-up contribution from La Goulette, Tunisia and Venice Cruise Port, Italy.
Passenger volumes in the Central Med region rose 71%, while Adjusted revenue and Segmental EBITDA rose 55% and 35% respectively. The lower Adjusted Revenue and Segmental EBITDA growth compared to passenger growth reflects the impact of the strong growth in lower yielding ports in the region as well as the impact of increased operational costs in Valletta while pier extension work is being performed by the Port Authority.
East Med & Adriatic
GPH's East Med & Adriatic operations include the flagship Turkish port Ege Port in Kusadasi, as well as Bodrum Cruise Port, Türkiye and Zadar Cruise Port, Croatia.
Passenger volumes in the East Med & Adriatic rose 41%, driving a 45% increase in Adjusted Revenue and 45% increase in Adjusted EBITDA. Overall trading was similar to the West Med & Atlantic region, with the recovery in occupancy rates to pre-Covid levels being a key driver of the growth in the Reporting Period.
Trading at Ege Port continued to be strong, reflecting the continued attraction of this marquee destination and port, while Bodrum Cruise Port welcomed a record number of passengers for the six-month period.
Other
Our Other reporting segment includes our commercial port Port of Adria, Montenegro, our management agreement for Ha Long Cruise Port, Vietnam and the contribution from our new Port Services Businesses.
Adjusted Revenue grew 42% to USD 8.3 million and Segmental EBITDA rose by 54% to USD 3.7 million.
6 months ended 6 months ended YoY 3 Months ended 3 Months ended
Segmental Financials & KPIs
30-Sept-23 30-Sept-22 Change 30-Sept-23 30-Sept-22
Americas
Passengers (m) 2.2 1.6 37% 1.1 0.9
Adjusted Revenue (USDm) 22.8 14.8 54% 10.7 7.6
Segmental EBITDA (USDm) 14.3 9.5 50% 6.4 5.2
EBITDA Margin (%) 62.8% 64.6% 60.1% 68.9%
West Med & Atlantic
Passengers (m) 2.2 1.3 74% 1.1 0.8
Adjusted Revenue (USDm) 24.2 16.1 50% 13.2 10.0
Segmental EBITDA (USDm) 20.0 11.3 77% 10.9 7.5
EBITDA Margin (%) 82.6% 69.7% 82.6% 75.1%
Central Med
Passengers (m) 1.2 0.7 71% 0.8 0.5
Adjusted Revenue (USDm) 15.4 10.0 55% 9.1 5.9
Segmental EBITDA (USDm) 8.3 6.1 35% 4.8 3.8
EBITDA Margin (%) 53.6% 61.5% 53.1% 65.1%
East Med & Adriatic
Passengers (m) 1.0 0.7 41% 0.6 0.5
Adjusted Revenue (USDm) 25.3 17.4 45% 15.0 10.5
Segmental EBITDA (USDm) 21.4 14.7 45% 13.1 9.1
EBITDA Margin (%) 84.6% 84.7% 87.4% 86.7%
Other
Adjusted Revenue (USDm) 8.3 5.8 42% 4.7 3.1
Segmental EBITDA (USDm) 3.7 2.4 54% 2.2 1.2
EBITDA Margin (%) 44.0% 40.5% 45.6% 40.6%
Unallocated (HoldCo) (3.4) (3.6) -5% (1.8) (1.8)
Group
Passengers (m) 6.7 4.4 54% 3.6 2.6
Adjusted Revenue (USDm) 95.9 64.1 50% 52.6 39.1
Segmental EBITDA (USDm) 67.6 44.0 54% 37.4 26.9
Adjusted EBITDA (USDm) 64.1 40.4 59% 35.6 25.0
EBITDA Margin (%) 66.9% 63.0% 67.6% 64.0%
Ege Port extension
At the start of the interim reporting period, GPH agreed to extend its concession agreement for Ege Port, Kusadasi, adding 19 years to this concession which now ends in July 2052. As part of the agreement, Ege Port paid an upfront concession fee of TRY 725.4 million (USD 38 million at the prevailing exchange rate at the time of payment). In addition, Ege Port has committed to invest an amount equivalent to 10% of the upfront concession fee within the next five years to improve and enhance the cruise port and retail facilities at the port, and will pay a variable concession fee equal to 5% of its gross revenues during the extension period starting after July 2033.
A capital increase at Ege Port funded the upfront concession fee. This capital increase was provided by GPH only. As a result, GPH's equity stake in Ege Port has increased to 90.5% (from 72.5%).
This up-front concession fee and related expenses were financed by partial utilisation of the USD 75 million growth facility provided by Sixth Street shortly before the end of the fiscal year 2023. As part of this additional USD 38.9 million drawdown, GPH issued further warrants to Sixth Street, representing an additional 2.0% of GPH's fully diluted share capital.
St Lucia concession
During the interim reporting period we signed a 30-year concession with a 10-year extension option for Saint Lucia Cruise Port. As part of this concession, GPH will invest in a material expansion and upgrade of the cruise port facilities. This investment will allow the port to handle the largest cruise ships in the global cruise fleet, increasing the port's capacity. In the 12 months to 31 March 2023, St Lucia welcomed c590k passengers (2019 calendar year c790k), the completion of the extended pier and upgrading the facilities are expected to lead to a rise in passenger volumes to over 1m in the medium term. GPH will also invest in transforming the retail experience, continuing our commitment to driving significant economic benefits for the local population, this investment will include an exciting new space for local vendors.
Bremerhaven concession
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We were also awarded a 10-year port concession agreement, with a potential 5-year extension option, by bremenports on behalf of the city of Bremen regarding the operations at Bremerhaven Cruise Port. The cruise facilities at the port are currently undergoing a multimillion-euro investment by the local authorities, which once completed will expand and renew the port facilities. In 2022, Bremerhaven Cruise Port welcomed over 230k passengers, with over 90% of these being homeport passengers. The location of the port means it is ideally located for Scandinavian and Baltic Sea itineraries. GPH will take over operations of the port in the first quarter of calendar year 2025.
Increase in ownership at Barcelona and Malaga Cruise Ports
Shortly after the end of the interim reporting period, GPH purchased from the minority shareholder its 38% holding in Barcelona Port Investments S.L. (BPI), taking GPH's holding in BPI to 100%. The transaction terms are confidential, however, the purchase price is below USD 20 million.
As a result of this transaction, GPH's indirect holding in Creuers De Port de Barcelona S.A (Creuers) has increased to 100%, which increases GPH's interest in both Barcelona Cruise Port and Malaga Cruise Port to 100% from 62%. In addition, GPH's effective interest in SATS-Creuers Cruise Services PTE. LTD (Singapore Cruise Port) rises to 40% from 24.8% and the effective interest in Lisbon Cruise Port LD (Lisbon Cruise Port) rises from 46.2% to 50%.
Financial Review
Group revenue for the Reporting Period was USD 105.6 million (H1 2024: USD 118.3 million), reflecting the impact of lower construction activities at Nassau Cruise Port where the major construction works came to an end during the interim period. Under IFRIC-12, the expenditure for certain construction activities in Nassau is recognised as operating expenses and added with a margin to the Group's revenue. IFRIC-12 construction revenue has no impact on cash generation.
Adjusted Revenue of USD 95.9 million (H1 2023: USD 64.1 million), reflects the operating performance of the Group as it excludes the impact of IFRIC-12 construction revenue in Nassau of USD 9.7 million (H1 2023: USD 54.2 million).
Adjusted EBITDA was USD 64.1 million (H1 2024: USD 40.4 million). After depreciation and amortisation of USD 17.2 million (H1 2023: USD 13.3 million) and specific adjusting items of USD 8.5 million (H1 2023: USD 3.9 million), the Group reported an operating profit for 6M to 30 Sept 2023 of USD 34.5 million (H1 2023: USD 21.9 million). After net finance costs of USD 35.0 million (H1 2023: USD 27.5 million), the profit before tax was USD 3.4 million (H1 2023: loss of USD 4.4 million).
Net Income was a loss of USD 8.0 million compared to a loss of USD 7.3 million in the comparable period. Underlying Profit, which primarily reflects Net Income adjusted for amortisation of port operating rights (USD 13.2 million) as well as additional non-cash adjustments was USD 6.6 million compared to USD 3.3 million in the comparable period.
Segmental and Adjusted EBITDA
Segmental EBITDA, reflecting the EBITDA contribution from our operations was USD 67.6 million (H1 2024: USD 44.0 million), this was driven by the continued increase in cruise activity, the recovery in occupancy rates and the impact from network expansion, as well as a continued focus on cost control.
Adjusted EBITDA, which reflects Segmental EBITDA less unallocated expenses, was USD 64.1 million compared with USD 40.4 million. Unallocated expenses, which consist of Holding Company costs of USD 3.4 million are broadly in line with H1 2023 with USD 3.6 million.
Depreciation and amortisation costs
Depreciation and amortisation costs were USD 17.2 million (H1 2024: USD 13.3 million), including USD 13.2 million (H1 2024: USD 9.6 million) of port operating rights amortisation. This increase in port operating rights amortisation primarily reflects the impact of increasing amortization in Nassau Cruise Port with the Upland part of the investment program being completed and the growth in the number of ports in the network.
Specific adjusting items
Specific adjusting items during the Reporting Period were USD 8.5 million (H1 2023: 3.9 million) which reflects the increase in activity in expansion and financing projects (Project expenses) as well as the one-off expenses related to Nassau Cruise Port opening during the Reporting Period.
Finance costs
The Group's net finance cost was USD 35.0 million compared to USD 27.5 million in the prior year Reporting Period. Finance income rose to USD 13.2 million compared to USD 2.9 million, mainly due to foreign exchange impacts. Finance costs rose to USD 48.3 million compared to USD 30.4 million in the prior year which was driven by the higher outstanding gross debt coupled with increases in reference rate environment, and the impact of the refinancing of the Sixth Street loan, partially offset by lower foreign exchange impact.
On a cash basis net interest expenses was USD 31.0 million compared with USD 11.5 million. This significant increase in cash net interest expense was primarily due to the fact that the interest due for the Sixth Street loan was payable in form of PIK Interest (adding to the outstanding nominal instead of cash payment) until year-end 2022 as well as the prepayment costs for early refinancing of the Sixth Street loan.
Taxation
GPH is a multinational Group and is liable for taxation in multiple jurisdictions worldwide. The Group reported a tax expense of USD 11.4 million compared to USD 2.9 million in the prior year. The rise in tax expense reflects the impact of the improvement in profitability across the Group's ports. On a cash basis, the Group's income taxes paid amounted to USD 0.9 million compared with USD 0.9 million in the comparable period.
Investing Activities
Capital expenditure, including the impact of advances, during the Reporting Period was USD 48.6 million, compared to USD 43.9 million in the prior year period. This mainly reflects the payment to extend the Ege Port concession referred to above and remaining CAPEX payments made in Nassau Cruise Port.
Cash flow
The Group generated an Adjusted EBITDA of USD 64.1 million in the Reporting Period, compared to USD 40.3 million in the comparable period last year.
Operating cash flow was USD 28.8 million, which was a decrease on the USD 40.3 million generated in the comparable period last year. This decrease is a result of changes in working capital with an increase in trade receivable due to improved trading at ports compared to the lower-than-normal trading activity in the comparable period as the industry continue to return to normal activity levels post Covid. All operations continue to operate on normal payment terms so this impact should not repeat next financial year. Additionally, there was a one-off effect in the Trade Payable due payment of invoices to the contractor in Nassau Cruise Port as the investment project was completed (impact of ca. USD 13 million).
Net interest expense of USD 31.0 million rose sharply from the USD 11.5 million in the comparable period last year as explained above.
Net capital expenditure including advances of USD 48.6 million, primarily reflects the Ege Port extension and the final investments in Nassau Cruise Port.
6 Months ended
Cash flow (in USD million) 6 Months ended 30-Sep-23
30-Sep-22
Operating (loss) / profit (USDm) 34.5 21.9
Depreciation and Amortization (USDm) 17.2 13.3
Specific Adjusting Items (USDm) 8.4 3.9
Share of (loss) / profit of equity-accounted investees (USDm) 4.0 1.2
Adjusted EBITDA (USDm) 64.1 40.3
Working capital (USDm) (23.4) 3.8
Other (USDm) (11.9) (4.1)
Operating Cash flow (USDm) 28.8 40.0
Net interest expense (USDm) (31.0) (11.5)
Tax paid (USDm) (0.9) (0.9)
Net capital expenditure incl. advances (USDm) (48.6) (43.9)
Free cash flow (USDm) (51.7) (16.3)
Investments (USDm) 0.0 --
Change in Gross debt (USDm) 53.8 (2.2)
Dividends received (USDm) 2.1 --
Related Party financing (USDm) 1.0 5.9
Net Cash flow (USDm) 5.2 (12.6)
Debt
At 30 September 2023, IFRS gross debt was USD 739.4m (Ex IFRS-16 Finance Leases Gross Debt: USD 679.5m), compared to gross debt at 31 March 2023 of USD 672.4m (Ex IFRS-16 Finance Leases Gross Debt: USD 612.3m). Net debt Ex IFRS-16 finance leases of USD 561.1m compared to USD 494.0m as at 31 March 2023. At the end of September 2023, GPH had cash and cash equivalents of USD 118.4m, compared to USD 118.3m at 31 March 2023 and USD 64.0m at 30 June 2023.
In July 2023, GPH issued 5,144,445 new ordinary shares at 206.5 pence each to its largest shareholder, Global Yatirim Holding A.S., in satisfaction of USD 13.8 million of GPH's debt owed to GIH under a shareholder loan agreement.
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At the end of the Reporting Period GPH issued USD 330 million of secured private placement notes ("Notes") to insurance companies and long-term asset managers at a fixed coupon of 7.87%. The Notes received an investment grade credit rating from two rating agencies and will fully amortize over 17 years, with a weighted average maturity of c.13 years. Over 90% of GPH's gross debt is now fixed and close to 85% of GPH's gross debt is made up of the investment grade rated Notes and the ring-fenced project financed issuance for Nassau Cruise Port.
The majority of the proceeds were used to repay in full the outstanding senior secured loan from Sixth Street (including the portion drawn at the end of fiscal year 2023 for the Ege Port extension), plus early repayment fees and accrued interest. The balance of proceeds from the Notes will primarily be used to fund further Caribbean expansion and the payment of transaction costs.
This financing generates material savings of cash interest expenses and creates a stable, long-term funding base for the Group. Further, it secures the financing of our near-term growth pipeline.
The main driver for the change in Gross Debt is the refinancing of Sixth Street loan with the Notes. The USD 330 million Notes includes reserves and cash expected to be deployed as equity contribution for near-term growth projects, hence outstanding debt has increased compared to the Sixth Street loan with approximately USD 255 million of nominal outstanding.
This excess refinancing amount also impacted the outstanding cash (less transaction costs and early prepayment fees). Besides the refinancing, the other major impact to cash was the extension of Ege Port concession for c. USD 38 million at the start of the interim period whereas the drawdown of the debt to finance this extension was completed shortly before the end of the fiscal year 2023.
CONTACT For investor, analyst and financial media enquiries: For trade media enquiries: Investor Relations Global Ports Holding Martin Brown Ceylan Erzi Telephone: +44 (0) 7947 163 687 Telephone: +90 212 244 44 40 Email: martinb@globalportsholding.com Email: ceylane@globalportsholding.com
Global Ports Holding PLC
Interim condensed consolidated financial statements
For the six months ended 30 September 2023
Contents
Responsibility Statement 3 Primary Statements Interim condensed consolidated statement of profit or loss and other comprehensive income 4 - 5 Interim condensed consolidated statement of financial position 6 Interim condensed consolidated statement of changes in equity 7 - 9 Interim condensed consolidated cash flow statement 10 Notes to the condensed financial statements 11 - 32
Responsibility Statement
We confirm that to the best of our knowledge: 0. the condensed set of financial statements has been prepared in accordance with IAS 34 Interim FinancialReporting as adopted by the UK, 1. the interim management report includes a fair review of the information required by: a. DTR 4.2.7R of the Disclosure Guidance and Transparency Rules, being an indication of important eventsthat have occurred during the first six months of the financial year and their impact on the condensed set offinancial statements; and a description of the principal risks and uncertainties for the remaining six months ofthe year; and b. DTR 4.2.8R of the Disclosure Guidance and Transparency Rules, being related party transactions that havetaken place in the first six months of the current financial year and that have materially affected the financialposition or performance of the entity during that period; and any changes in the related party transactionsdescribed in the last annual report that could do so.
By order of the Board,
Ercan ERGÜL
Board Member
18 December 2023
Six months ended Year ended
Six months ended
(USD '000) Notes 30 September 2023 31 March 2023
30 September 2022
(Audited)
Revenue 4 105,578 118,349 213,596
Cost of sales (49,152) (82,132) (149,881)
Gross profit 56,426 36,217 63,715
Other income 1,379 1,478 2,606
Selling and marketing expenses (1,942) (1,476) (3,368)
Administrative expenses (11,994) (8,761) (18,862)
Other expenses (9,372) (5,548) (15,864)
Operating profit 34,497 21,910 28,227
Finance income 5 13,221 2,881 5,676
Finance costs 5 (48,260) (30,381) (47,718)
Net finance costs (35,039) (27,500) (42,042)
Share of profit of equity-accounted investees 3,963 1,232 4,274
Income / (loss) before tax 3,421 (4,358) (9,541)
Tax expense 6 (11,385) (2,942) (1,008)
Loss for the period / year (7,964) (7,300) (10,549)
(Loss) / Profit for the period / year attributable to:
Owners of the Company (14,230) (16,564) (24,998)
Non-controlling interests 6,266 9,264 14,449
(7,964) (7,300) (10,549)
The notes on pages 11 to 32 are an integral part of these condensed consolidated interim financial statements.
Six months Six months Year ended
ended ended
(USD'000) Notes 31 March
30 September 30 September 2023
2023 2022
(Audited)
Other comprehensive income
Items that will not be reclassified subsequently
to profit or loss
Remeasurement of defined benefit liability (64) (37) (116)
Income tax relating to items that will not be reclassified 13 9 23
subsequently to profit or loss
(51) (28) (93)
Items that may be reclassified subsequently to profit or loss
Foreign currency translation differences (3,492) (17,364) (4,634)
Cash flow hedges - effective portion of changes in fair value (48) 86 142
Cash flow hedges - realized amounts transferred to income statement 1 (58) (113)
Equity accounted investees - share of OCI (298) 595 88
Losses on a hedge of a net investment (13,437) -- --
(17,274) (16,741) (4,517)
Other comprehensive income /(loss) for the period/year, net of (17,325) (16,769) (4,610)
income tax
Total comprehensive income /(loss) for the period/year (25,289) (24,069) (15,159)
Total comprehensive income/(loss) attributable to:
Owners of the Company (29,961) (25,715) (28,336)
Non-controlling interests 4,672 1,646 13,177
(25,289) (24,069) (15,159)
Basic and diluted earnings / (loss) per share (cents per share) 12 (17.8) (26.4) (39.8)
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The notes on pages 11 to 32 are an integral part of these condensed consolidated interim financial statements.
As at
As at As at
31 March 2023
Notes 30 September 2023 30 September 2022
(USD '000)
(USD '000) (USD '000)
(Audited)
Non-current assets
Property and equipment 114,581 116,180 110,067
Intangible assets 7 542,833 509,023 444,990
Right of use assets 75,431 77,408 76,356
Investment property 1,876 1,944 1,747
Goodwill 13,483 13,483 13,483
Equity-accounted investees 18,153 17,828 13,204
Due from related parties 15 9,445 9,553 8,182
Deferred tax assets 2,201 3,902 3,962
Other non-current assets 3,389 2,791 2,385
781,392 752,112 674,376
Current assets
Trade and other receivables 8 31,210 23,650 27,948
Due from related parties 15 367 335 373
Other investments 64 65 51
Other current assets 4,800 4,650 14,356
Inventory 1,120 964 873
Prepaid taxes 163 623 355
Cash and cash equivalents 118,353 118,201 79,484
156,077 148,488 123,440
Total assets 937,469 900,600 797,816
Current liabilities
10 57,832 66,488 80,174
Loans and borrowings
Other financial liabilities 1,069 1,639 396
Trade and other payables 25,831 42,115 47,483
Due to related parties 15 7,946 4,907 1,844
Current tax liabilities 4,438 809 748
Provisions 11 13,703 13,740 12,162
110,819 129,698 142,807
Non-current liabilities
Loans and borrowings 10 681,544 605,954 518,779
Other financial liabilities 52,683 53,793 50,064
Trade and other payables 1,234 1,223 1,435
Due to related parties 15 14,123 24,923 8,872
Deferred tax liabilities 42,412 40,148 39,064
Provisions 11 9,570 9,161 10,074
Employee benefits 411 448 409
Derivative financial liabilities -- (45) (16)
801,977 735,605 628,681
Total liabilities 912,796 865,303 771,488
Net assets 24,673 35,297 26,328
Equity
Share capital 13 878 811 811
Share premium account 13 13,743 -- --
Legal reserves 13 6,014 6,014 6,014
Share based payment reserves 13 426 426 367
Hedging reserves 13 (56,993) (43,211) (42,705)
Translation reserves 13 41,202 43,100 36,716
Retained earnings (87,564) (73,283) (64,784)
Equity attributable to equity holders of the Company (82,294) (66,143) (63,581)
Non-controlling interests 106,967 101,440 89,909
Total equity 24,673 35,297 26,328
The notes on pages 11 to 32 are an integral part of these condensed consolidated interim financial statements.
Share
Share Legal based Hedging Translation Retained Non-controlling
(USD '000) Notes Share Premium payment reserves reserves earnings interests
capital reserves reserves Total
Total
Equity
Balance at 1 811 -- 6,014 426 (43,211) 43,100 (73,283) (66,143) 101,440 35,297
April 2023
Loss for the -- -- -- -- -- -- (14,230) (14,230) 6,266 (7,964)
period
Other
comprehensive
(loss) / -- -- -- -- (13,782) (1,898) (51) (15,731) (1,594) (17,325)
income for the
period
Total
comprehensive
(loss) / -- -- -- -- (13,782) (1,898) (14,281) (29,961) 4,672 (25,289)
income for the
period
Transactions
with owners of
the Company
Contribution
and
distributions
Issuance of 13 67 13,743 -- -- -- -- -- 13,810 -- 13,810
share
Dividend -- -- -- -- -- -- -- -- (864) (864)
distribution
Total
contributions 67 13,743 -- -- -- -- -- 13,810 (864) 12,946
and
distributions
Changes in
ownership
interest
Equity -- -- -- -- -- -- -- 1,719 1,719
injection
Total changes
in ownership -- -- -- -- -- -- -- 1,719 1,719
interest
Total
transactions 67 13,743 -- -- (13,782) (1,898) (14,281) (13,297) 5,527 (7,770)
with owners of
the Company
Balance at 30 878 13,743 6,014 426 (56,993) 41,202 (87,564) (82,294) 106,967 24,673
September 2023
The notes on pages 11 to 32 are an integral part of these condensed consolidated interim financial statements
Legal Share based Hedging Translation Retained Non-controlling
(USD '000) Notes Share payment reserves reserves earnings interests
capital reserves reserves Total
Total
equity
Balance at 1 April 811 6,014 367 (43,328) 46,462 (48,192) (37,866) 88,263 50,397
2022
Loss for the year -- -- -- -- -- (16,564) (16,564) 9,264 (7,300)
Other comprehensive
(loss) / income for -- -- -- 623 (9,746) (28) (9,151) (7,618) (16,769)
the year
Total comprehensive
(loss) / income for -- -- -- 623 (9,746) (16,592) (25,715) 1,646 (24,069)
the year
Balance at 30 811 6,014 367 (42,705) 36,716 (64,784) (63,581) 89,909 26,328
September 2022
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The notes on pages 11 to 32 are an integral part of these condensed consolidated interim financial statements
Legal Share based Hedging Translation Retained Non-controlling Total
(USD '000) Notes Share payment reserves reserves earnings interests
capital reserves reserves equity
Total
Balance at 1 April 811 6,014 367 (43,328) 46,462 (48,192) (37,866) 88,263 50,397
2022
Loss for the period -- -- -- -- -- (24,998) (24,998) 14,449 (10,549)
Other comprehensive -- -- -- 117 (3,362) (93) (3,338) (1,272) (4,610)
loss for the period
Total comprehensive
(loss) / income for -- -- -- 117 (3,362) (25,091) (28,336) 13,177 (15,159)
the period
Transactions with
owners of the
Company
Contribution and
distributions
Equity settled
share-based payment -- -- 59 -- -- -- 59 -- 59
expenses
Total contributions -- -- 59 -- -- -- 59 -- 59
and distributions
Total transactions
with owners of the -- -- 59 -- -- -- 59 -- 59
Company
Balance at 31 March 811 6,014 426 (43,211) 43,100 (73,283) (66,143) 101,440 35,297
2023
The notes on pages 11 to 32 are an integral part of these condensed consolidated interim financial statements.
Year
ended
Six months ended 30 Six months ended 30 31 March
Notes September 2023 September 2022 2023
(USD '000) (USD '000) (USD
'000)
(Audited)
Cash flows from operating activities
Loss for the period / year (7,964) (7,300) (10,549)
Adjustments for:
Depreciation of PPE and RoU assets and amortization 17,211 13,315 27,277
expense
Gain on disposal of Property, plant, and equipment -- (9) (7)
Impairment losses on investments -- 666 659
Share of (profit)/loss of equity-accounted (3,963) (1,232) (4,274)
investees, net of tax
Finance costs (excluding foreign exchange 46,809 20,536 44,348
differences)
Finance income (excluding foreign exchange (4,992) (818) (2,293)
differences)
Foreign exchange differences on finance costs and (6,780) 7,782 (13)
income, net
Income tax expense/(benefit) 11,385 2,942 1,008
Employment termination indemnity reserve (9) 99 103
Equity settled share-based payment expenses -- -- 59
Use of / (Charges to) provision 533 245 2,095
Operating cash flow before changes in operating 52,230 36,226 58,413
assets and liabilities
Changes in:
- trade and other receivables (7,560) (6,800) (2,502)
- other current assets (826) (299) (1,921)
- related party receivables 99 1,523 546
- other non-current assets (598) (13) (416)
- trade and other payables (16,885) 8,191 4,748
- related party payables 2,410 1,370 2,826
- provisions (49) (179) (310)
- Post-employment benefits paid (8) (13) (77)
Cash generated by operations before benefit and tax 28,813 40,006 61,307
payments
Income taxes paid (926) (867) (1,430)
Net cash generated from / (used in) operating 27,887 39,139 59,877
activities
Investing activities
Acquisition of property and equipment (4,012) (1,679) (4,328)
Acquisition of intangible assets (44,599) (53,627) (73,236)
Proceeds from sale of property and equipment 31 -- 87
Bank interest received 4,968 648 1,757
Dividends from equity accounted investees 2,895 -- --
Advances used / (given) for fixed assets (21) 11,373 (1,001)
Net cash used in investing activities (40,738) (43,285) (76,721)
Financing activities
Change in due to related parties 1,000 5,872 21,923
Dividends paid to NCIs (733) -- (1,123)
Interest paid (35,951) (12,142) (33,085)
Proceeds from loans and borrowings 485,439 28,703 77,147
Repayments of borrowings (430,422) (30,032) (19,915)
Repayments of lease liabilities (1,197) (885) (3,085)
Net cash (used in) / generated from financing 18,136 (8,484) 41,862
activities
Net decrease in cash and cash equivalents 5,285 (12,630) 25,018
Effect of foreign exchange rate changes on cash and (5,133) (7,573) (6,504)
cash equivalents
Cash and cash equivalents at beginning of year 118,201 99,687 99,687
Cash and cash equivalents at end of period 118,353 79,484 118,201
The notes on pages 11 to 32 are an integral part of these condensed consolidated interim financial statements. 1. Reporting entity
Global Ports Holding PLC is a public limited company listed on the London Stock Exchange, and incorporated in the United Kingdom and registered in England and Wales under the Companies Act 2006. The address of the registered office is 35 Albemarle Street, 3rd Floor, W1S 4JD, London, England, United Kingdom. The majority shareholder of the Company is Global Yatirim Holding ("GIH").
These condensed interim consolidated financial statements of Global Ports Holding PLC (the "Company", and together with its subsidiaries, the "Group") for the six months ended 30 September 2023 were authorised for issue in accordance with a resolution of the directors on 18 December 2023. 2. Accounting policies a. Basis of preparation
This condensed set of consolidated financial statements for the six-month period ended 30 September 2023 and 30 September 2022 have been prepared in accordance with the UK adopted International Accounting Standard 34 'Interim Financial Reporting' in conformity with the requirements of Accounting Standards Board's half yearly financial reports statement dated July 2007.
The interim condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the consolidated financial statements as at and for the year ended 31 March 2023 available on the Company website. Also, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group's financial position and performance since the last annual financial statements.
The comparative figures for the financial year ended 31 March 2023 are not the company's statutory accounts for that financial year. Those accounts have been reported on by the Company's auditor and delivered to the registrar of companies. The report of the auditor was (i) unqualified, (ii) did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying their report, and (iii) did not contain a statement under section 498 (2) or (3) of the Companies Act 2006. b. Going concern
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The Group operates 28 ports in 16 different countries and is focusing on increasing its number of Ports in different geographical locations to support its operations and diversify economic and political risks. As a consequence, the directors believe that the Group is well placed to manage its business risks successfully despite the current uncertain economic outlook.
Group management believes that the Group is well placed to manage its financing and other business risks satisfactorily and have a reasonable expectation that the Group will have adequate resources to continue in operation for at least 12 months from the signing date of these consolidated interim financial statements. They therefore consider it appropriate to adopt the going concern basis of accounting in preparing the financial statements. c. Critical accounting judgements and key sources of estimation uncertainty
In the application of the Group's accounting policies, the Directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
In preparing these condensed consolidated interim financial information, the significant judgments made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements as at and for the year ended 31 March 2023. d. Change in / new accounting policies
The accounting policies applied in these interim financial statements are the same as those applied in the Group's consolidated financial statements as at and for the year ended 31 March 2023.
2 Accounting Policies (continued) e. Foreign currency
Transactions in foreign currencies are translated into the respective functional currencies of the Group entities by using the exchange rate at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency at the exchange rate at the reporting date. Non-monetary assets and liabilities denominated in foreign currencies carried at historical cost should be retranslated using the exchange rate at the date of the transaction. Foreign currency differences arising on retranslation are recognised in profit or loss.
The Group entities use United Stated Dollars ("USD"), Euro ("EUR") or Turkish Lira ("TL") as their functional currencies since these currencies represent the primary economic environment in which they operate. These currencies are used to a significant extent in, or have a significant impact on, the operations of the related Group entities and reflect the economic substance of the underlying events and circumstances relevant to these entities. Transactions and balances not already measured in the functional currency have been re-measured to the related functional currencies in accordance with the relevant provisions of IAS 21 The Effect of Changes in Foreign Exchange Rates. The Group uses USD as the presentation currency.
Assets and liabilities of those Group entities with a different functional currency than the presentation currency of the Group are translated into the presentation currency of the Group at the rate of exchange ruling at the reporting date. The income and expenses of the Group entities are translated into the presentation currency at the average exchange rates for the period. Equity items, except for net income, are translated using their historical costs. These foreign currency differences are recognised in "other comprehensive income" ("OCI"), within equity under "translation reserves".
Below are the foreign exchange rates used by the Group for the periods shown.
As at 30 September 2023, 31 March 2023 and 30 September 2022, foreign currency exchange rates of the Central Bank of the Turkish Republic were as follows:
30 September 2023 31 March 2023 30 September 2022 TL/USD 0.0365 0.0520 0.0540 Euro/USD 1.0604 1.0865 0.9686
For the six months ended 30 September 2023, 30 September 2022 and for the Year ended 31 March 2023, average foreign currency exchange rates of the Central Bank of the Turkish Republic were as follows:
Six months ended 30 September 2023 Six months ended 30 September 2022 Year ended 31 March 2023 TL/USD 0.0419 0.0593 0.0561 Euro/USD 1.0883 1.0355 1.0415 f. Alternative performance measures
This interim condensed set of financial statements includes certain measures to assess the financial performance of the Group's business that are termed "non-IFRS measures" because they exclude amounts that are included in, or include amounts that are excluded from, the most directly comparable measure calculated and presented in accordance with IFRS, or are calculated using financial measures that are not calculated in accordance with IFRS. These non-GAAP measures comprise the following.
2 Accounting Policies (continued)
f) Alternative performance measures (continued)
Segmental EBITDA
Segmental EBITDA calculated as income/(loss) before tax after adding back: interest; depreciation; amortisation; unallocated expenses; and Specific adjusting items.
Management evaluates segmental performance based on Segmental EBITDA. This is done to reflect the fact that there is a variety of financing structures in place both at a port and Group-level, and the nature of the port operating right intangible assets vary by port depending on which concessions were acquired versus awarded, and which fall to be treated under IFRIC 12. As such, management considers monitoring performance in this way, using Segmental EBITDA, gives a more comparable basis for profitability between the portfolio of ports and a metric closer to net cash generation. Excluding project costs for acquisitions and one-off transactions such as project specific development expenses as well as unallocated expenses, gives a more comparable year-on-year measure of port-level trading performance.
Management is using Segmental EBITDA for evaluating each port and group-level performances on operational level.
As per management's view, some specific adjusting items are included in the computation of Segmental EBITDA.
Specific adjusting items
The Group presents specific adjusting items separately. For proper evaluation of individual ports financial performance and the consolidated financial statements, Management considers disclosing specific adjusting items separately because of their size and nature. These expenses and income include project expenses, being the costs of specific M&A activities , the costs associated with appraising and securing new and potential future port agreements which should not be considered when assessing the underlying trading performance and the costs related to the refinancing of Group debts; the replacement provisions, being provision created for replacement of fixed assets which does not include regular maintenance; other provisions and reversals related to provisions provided, being related to unexpected non-operational transactions, impairment losses; construction accounting margin, being related to IFRIC 12 computation and main business of the Group is operating ports rather than construction; other income & expenses including employee termination expenses, income from insurance repayments, income from scrap sales, gain/loss on sale of securities, other provision expenses, costs related to non-recurring marketing events, redundancy expenses and donations and grants.
Specific adjusting items comprised as following,
Year ended
Six months ended Six months ended
31 March 2023
30 September 2023 30 September 2022
(USD '000)
(USD '000) (USD '000)
(Audited)
Project expenses 5,411 3,851 11,201
Employee termination expenses 187 162 344
Replacement provisions 700 287 298
Provisions / (reversal of provisions) (*) 209 539 680
Impairment losses -- 666 659
IFRIC-12 Construction accounting margin (193) (1,085) (1,928)
Other (income) / expenses 2,148 (474) 1,645
Specific adjusting items 8,462 3,946 12,899
(*) This figure composed of expected impairment losses on receivables, provision expenses excluding vacation pay and replacement provisions and impairment losses related to assets.
2 Accounting Policies (continued)
f) Alternative performance measures (continued)
Adjusted EBITDA
Adjusted EBITDA is calculated as Segmental EBITDA less unallocated (holding company) expenses.
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Management uses an Adjusted EBITDA measure to evaluate Group's consolidated performance on an "as-is" basis with respect to the existing portfolio of ports. Notably removed from Adjusted EBITDA, are the costs of specific M&A activities and the costs associated with appraising and securing new and potential future port agreements. M&A and project development are key elements of the Group's strategy in the Cruise segment. Project lead times and upfront expenses for projects can be significant, however these expenses (as well as expenses related to raising financing such as acquisition financing) do not relate to the current portfolio of ports but to future EBITDA potential. Accordingly, these expenses would distort Adjusted EBITDA which management is using to monitor the existing portfolio's performance.
A full reconciliation for Segmental EBITDA and Adjusted EBITDA to profit before tax is provided in the Segment Reporting Note 3 to these financial statements.
Underlying Profit / (Loss)
Management uses this measure to evaluate the profitability of the Group normalised to exclude the specific non-recurring expenses and income, and adjusted for the non-cash port intangibles amortisation charge, giving a measure closer to actual net cash generation, which the directors' consider a key benchmark in making the dividend decision.
Underlying Profit is calculated as profit/(loss) for the period or year after adding back: amortization expense in relation to Port Operation Rights, depreciation expense in relation to Right-of-use assets and specific non-recurring expenses and income.
Adjusted earnings per share
Adjusted earnings per share is calculated as underlying profit divided by weighted average number of shares.
Management uses these measures to evaluate the profitability of the Group normalised to exclude the gain on reversal of provisions, non-cash provisional income and expenses, gain or loss on foreign currency translation on equity, unhedged portion of investment hedging on Global Liman, adjusted for the non-cash port intangibles amortisation charge, and adjusted for change in accounting policies, giving a measure closer to actual net cash generation, which the directors' consider a key benchmark in making the dividend decision. Management decided this year that in the light of a more meaningful presentation of the underlying profit, the unhedged portion of the investment hedge on Global Liman and any gain or loss on foreign currency translation on equity have been excluded.
Underlying profit and adjusted earnings per share computed as following;
Year ended
Six months ended Six months ended
31 March
30 September 30 September 2023
2023 2022
(USD '000)
(USD '000) (USD '000)
(Audited)
Loss for the Period, net of IFRS 16 impact (7,964) (7,300) (10,549)
Impact of IFRS 16 (annualized) 1,009 1,340 1,875
Loss for the Period (6,955) (5,960) (8,674)
Amortisation of port operating rights / RoU asset / Investment 13,213 9,632 19,747
Property
Non-cash provisional (income) / expenses (*) 1,096 988 1,322
Impairment losses -- 666 659
Construction accounting impact (193) (1,085) (1,928)
(Gain) / loss on foreign currency translation on equity 412 365 412
Underlying Profit / (Loss) 7,573 4,606 11,538
Weighted average number of shares 64,051,416 62,826,963 62,826,963
Adjusted earnings / (loss) per share (pence) 11.82 7.33 18.36
(*) This figure composed of employee termination expense, replacement provision, and provisions / (reversal of provisions) under specific adjusting items.
2 Accounting Policies (continued)
f) Alternative performance measures (continued)
Net debt
Net debt comprises total borrowings (bank loans, bonds, notes and leases net of accrued tax) less cash, cash equivalents and short-term investments.
Management includes short term investments into the definition of Net Debt, because these short-term investments are comprised of marketable securities which can be quickly converted into cash.
Net debt comprised as following:
Year ended
Six months ended Six months ended
31 March 2023
30 September 2023 30 September 2022
(USD '000)
(USD '000) (USD '000)
(Audited)
Current loans and borrowings 57,832 80,174 66,488
Non-current loans and borrowings 681,544 518,779 605,954
Gross debt 739,376 598,953 672,442
Lease liabilities recognized due to IFRS 16 application (59,832) (57,234) (60,143)
Gross debt, net of IFRS 16 impact 679,544 541,719 612,299
Cash and bank balances (118,353) (79,484) (118,201)
Short term financial investments (64) (51) (65)
Net debt, net of IFRS 16 impact 561,127 462,184 494,033
Equity 24,673 26,328 35,297
Net debt to Equity ratio 22.74 17.55 14.00
Leverage ratio
Leverage ratio is used by management to monitor available credit capacity of the Group.
Leverage ratio is computed by dividing gross debt to Adjusted EBITDA.
Leverage ratio computation is made as follows;
Year ended
Six months ended Six months ended
31 March 2023
30 September 2023 30 September 2022
(USD '000)
(USD '000) (USD '000)
(Audited)
Gross debt 739,376 598,953 672,442
Lease liabilities recognized due to IFRS 16 application (59,832) (57,234) (60,143)
Gross debt, net of IFRS 16 impact 679,544 541,719 612,299
Adjusted EBITDA (annualized) 96,407 47,899 72,677
Impact of IFRS 16 on EBITDA (annualized) (4,345) (5,008)
(5,267)
Adjusted EBITDA, net of IFRS 16 impact 91,140 43,554 67,669
Leverage ratio 7.46 12.44 9.05
2 Accounting Policies (continued)
f) Alternative performance measures (continued)
CAPEX
CAPEX represents the recurring level of capital expenditure required by the Group excluding M&A related capital expenditure.
CAPEX computed as 'Acquisition of property and equipment' and 'Acquisition of intangible assets' per the cash flow statement.
Year ended
Six months ended Six months ended
31 March 2023
30 September 2023 30 September 2022
(USD '000)
(USD '000) (USD '000)
(Audited)
Acquisition of property and equipment 4,011 1,679 4,327
Acquisition of intangible assets 39,760 53,627 96,583
CAPEX 43,771 55,306 100,910
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Hard currency
Management uses the term hard currency to refer to those currencies that historically have been less susceptible to exchange rate volatility. For the period ended 30 September 2023 and 2022, and for the year ended 31 March 2023, the relevant hard currencies for the Group are US Dollar, Euro, Canadian Dollar, Danish krone and Singaporean Dollar. 3. Segment reporting a. Products and services from which reportable segments derive their revenues
The Group operates various cruise ports and one commercial port, and all revenue is generated from external customers such as cruise liners, ferries, yachts, individual passengers, container ships and bulk and general cargo ships. b. Reportable segments
Operating segments are defined as components of an enterprise for which discrete financial information is available that is evaluated regularly by the chief operating decision-maker, in deciding how to allocate resources and assessing performance.
The Group presents its operations on a regional basis, with each key region representing an individual operating segment with a set of activities which generate revenue, and the financial information of each region is reviewed by the Group's chief operating decision-maker in deciding how to allocate resources and assess performance. The segment assessment of the Group has changed during the fiscal year as a result of structural changes and concentration of the investment of the Group to Cruise operations and vertical integration of additional services within the Cruise business. The Group has identified four key regions it operates as segments; these are West Mediterranean, Central Mediterranean, East Mediterranean and Americas. The Group's chief operating decision-maker is the Chief Executive Officer ("CEO"), who reviews the management reports of each region at least on a monthly basis.
The CEO evaluates segmental performance on the basis of earnings before interest, tax, depreciation and amortisation excluding the effects of specific adjusting income and expenses comprising project expenses, bargain purchase gains and reserves, board member leaving fees, employee termination payments, unallocated expenses, finance income, finance costs, and including the share of equity-accounted investments which are fully integrated into GPH cruise port network ("Adjusted EBITDA" or "Segmental EBITDA"). Adjusted EBITDA is considered by Group management to be the most appropriate profit measure for the review of the segment operations because it excludes items which the Group does not consider to represent the operating cash flows generated by underlying business performance. The share of equity-accounted investees has been included as it is considered to represent operating cash flows generated by the Group's operations that are structured in this manner.
3 Segment reporting (continued) b. Reportable segments (continued)
The Group has the following operating segments under IFRS 8: - Western Mediterranean & Atlantic region ("West Med")? BPI, Barcelona Cruise Port, Malaga Cruise Port, Tarragona Cruise Port, Las Palmas (Canary Islands)Cruise Ports, Alicante Cruise Port, Lisbon Cruise Terminals, SATS - Creuers Cruise Services Pte. Ltd.("Singapore Port") and Kalundborg Cruise Port ("Kalundborg"). - Central Mediterranean region ("Central Med")? VCP ("Valetta Cruise Port"), Travel Shopping Ltd ("TSL"), Port Operation Holding Srl, Cagliari CruisePort, Catania Passenger Terminal, Crotone Cruise Port, Taranto Cruise Port, Venezia Investimenti Srl. ("VeniceInvestment" or "Venice Cruise Port"), and La Goulette Cruise Port. - Americas Region ("Americas")? Nassau Cruise Port ("NCP"), Antigua Cruise Port ("GPH Antigua"), and Prince Rupert Cruise Port. - Eastern Mediterranean and Adriatic region ("East Med")? Ege Liman ("Ege Ports-Kusadasi"), Bodrum Liman ("Bodrum Cruise Port") and Zadar Cruise Port ("ZIPO"). - Other operations ("other")? Port of Adria ("Port of Adria-Bar"), Global Ports Services Med, GP Med, Balearic Handling SLA("Balearic"), Shore Handling SLA ("Shore"), Ha Long management contract and Pelican Peak; All except for Portof Adria-Bar are part of vertical integration plans of the Group for the Cruise business and do not exceed thequantitative threshold and have therefore been included in Other operations.
The Group's reportable segments under IFRS 8 are West Med, Central Med, East Med, Americas, and Other.
Global Liman, Global Ports Europe, GP Melita, GP Netherlands, Global Depolama, GPH Americas, GP Malta Finance, GPH Cruise Port Finance, Global Ports Group Finance Ltd. and GPH Bahamas do not generate any revenues and therefore is presented as unallocated to reconcile to the consolidated financial statements results.
Assets, revenue and expenses directly attributable to segments are reported under each reportable segment.
Any items which are not attributable to segments have been disclosed as unallocated.
3 Segment reporting (continued) c. Reportable segments (continued) i. Segment revenues, results and reconciliation to profit before tax
The following is an analysis of the Group's revenue, results and reconciliation to loss before tax by reportable segment:
USD '000 West Med Central Med East Med Americas Other Total Period ended 30 September 2023 Revenue 25,391 15,393 25,280 31,225 8,289 105,578 Segmental EBITDA 19,952 8,251 21,381 14,326 3,651 67,561 Unallocated expenses (3,428) Adjusted EBITDA 64,133 Reconciliation to loss before tax Depreciation and amortisation expenses (17,211) Specific adjusting items (*) (8,462) Finance income 13,221 Finance costs (48,260) Loss before income tax 3,421 Period ended 30 September 2022 Revenue 16,147 9,950 17,376 69,042 5,834 118,349 Segmental EBITDA 11,258 6,121 14,718 9,549 2,365 44,011 Unallocated expenses (3,608) Adjusted EBITDA 40,403 Reconciliation to loss before tax Depreciation and amortisation expenses (13,315) Specific adjusting items (*) (3,946) Finance income 2,881 Finance costs (30,381) Loss before income tax (4,358) Year ended 31 March 2023 (Audited) Revenue 27,677 14,761 24,062 135,778 11,318 213,596 Segmental EBITDA 19,475 7,811 19,366 29,010 4,318 79,980 Unallocated expenses (7,303) Adjusted EBITDA 72,677 Reconciliation to loss before tax Depreciation and amortisation expenses (27,277) Specific adjusting items (*) (12,899) Finance income 5,676 Finance costs (47,718) Loss before income tax (9,541)
* Please refer to Note 2 (f) for alternative performance measures (APM) on pages 13 to 16.
3 Segment reporting (continued) b. Reportable segments (continued)
The Group did not have inter-segment revenues in any of the periods shown above. ii. Segment assets and liabilities
The following is an analysis of the Group's assets and liabilities by reportable segment:
USD '000 West Med Central Med East Med Americas Other Total 30 September 2023 Segment assets 118,923 89,753 83,903 401,286 48,151 742,016 Equity-accounted investees 16,300 1,454 -- -- 399 18,153 Unallocated assets 177,300 Total assets 937,469 Segment liabilities 51,835 59,860 19,445 362,777 31,032 524,949 Unallocated liabilities 387,847 Total liabilities 912,796 31 March 2023 (Audited) Segment assets 116,001 88,131 46,248 419,143 49,394 718,917 Equity-accounted investees 15,893 1,528 -- -- 407 17,828 Unallocated assets 163,852 Total assets 900,597 Segment liabilities 56,591 59,679 13,961 375,049 32,004 537,284 Unallocated liabilities 328,019 Total liabilities 865,303 30 September 2022 Segment assets 100,581 83,271 48,618 410,597 50,493 693,560 Equity-accounted investees 11,420 1,369 -- -- 415 13,204 Unallocated assets 91,054 Total assets 797,818 Segment liabilities 46,751 56,247 14,334 377,657 33,595 528,584
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DJ Interim Results for the six months to 30 -10-
Unallocated liabilities 242,904 Total liabilities 771,488
3 Segment reporting (continued) b. Reportable segments (continued) iii. Other segment information
The following table details other segment information:
USD '000 West Med Central Med East Med Americas Other Unallocated Total Year ended 31 March 2023 (Audited) Depreciation and amortisation expenses (6,046) (1,974) (2,185) (5,573) (1,376) (57) (17,211) Additions to non-current assets (*) - Capital expenditures 1,651 729 38,782 8,035 394 20 49,611 Total additions to non-current assets (*) 1,651 729 38,782 8,035 394 20 49,611 Year ended 31 March 2023 (Audited) Depreciation and amortisation expenses (11,368) (3,723) (3,058) (6,173) (2,766) (189) (27,277) Additions to non-current assets (*) - Capital expenditures (**) 1,369 706 457 98,111 194 73 100,910 Total additions to non-current assets (*) 1,369 706 457 98,111 194 73 100,910 Year ended 30 September 2022 Depreciation and amortisation expenses (5,595) (1,837) (1,537) (2,818) (1,368) (160) (13,315) Additions to non-current assets (*) - Capital expenditures 563 312 228 54,162 24 17 55,306 Total additions to non-current assets (*) 563 312 228 54,162 24 17 55,306
(*) Non-current assets exclude those relating to deferred tax assets and financial instruments (including equity-accounted investees).
(**) Total Capital expenditures on non-current assets includes movements from prepayments into fixed assets.
3 Segment reporting (continued)
b) Reportable segments (continued) iv. Geographical information
The Port operations of the Group are managed on a worldwide basis, but operational ports and management offices are primarily in Turkey, Montenegro, Malta, Spain, Bahamas, Antigua & Barbuda and Italy. The geographic information below analyses the Group's revenue and non-current assets by countries. In presenting the following information, segment revenue has been based on the geographic location of port operations and segment non-current assets were based on the geographic location of the assets.
Six months ended Six months ended Year ended
30 September 2023 30 September 2022 31 March 2023
Revenue
(USD '000) (USD '000) (USD '000)
(Audited)
Turkey 24,789 16,997 129,651
Montenegro 4,968 4,101 30,303
Malta 11,000 7,725 23,482
Spain 28,563 17,651 11,996
Bahamas 28,928 68,251 8,510
Antigua & Barbuda 1,796 791 6,127
Italy 4,393 2,225 2,765
Canada 500 -- --
Croatia 490 379 580
Denmark 151 229 182
105,578 118,349 213,596
As at As at As at
Non-current assets 30 September 2023 31 March 2023 30 September 2022
(USD '000) (USD '000) (Audited) (USD '000)
Turkey 77,547 40,790 41,943
Spain 93,905 99,125 87,647
Malta 101,359 104,732 94,741
Montenegro 50,118 52,793 49,666
Bahamas 359,166 5,136 304,567
Antigua & Barbuda 60,977 353,013 62,274
Italy 4,643 61,746 4,918
UK 9,933 9,553 8,308
Croatia 2,210 2,333 2,158
Denmark 1,044 1,091 992
Canada 136 70 --
Unallocated 20,354 21,730 17,162
781,392 752,112 674,376
Non-current assets relating to deferred tax assets and financial instruments (including equity-accounted investees) are presented as unallocated.
(v) Information about major customers
IFRIC 12 construction revenue relates entirely to ongoing construction at Nassau Cruise Port. Excluding IFRIC 12 revenue, the Group did not have a single customer that accounted for more than 10% of the Group's consolidated revenue in any of the periods presented. 4. Revenue
Seasonality of revenue
Sales from the Cruise operations on European ports are more heavily weighted on the first half of the calendar year, while sales from the cruise operations on Caribbean region are made on the second half of the year. 75% of total cruise revenues during the first half is generated in European Cruise Ports.
The Group's operations and main revenue streams are those described in the last annual financial statements.
4 Revenue (continued)
For the six-month period ending 30 September, revenue comprised the following:
West Med Central Med East Med Americas Other Consolidated (USD '000) 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 Point in time Cargo Handling revenues -- -- -- -- -- -- -- -- 4,572 3,789 4,572 3,789 Primary Port operations 20,709 13,502 10,102 6,173 19,979 13,578 20,422 14,043 210 145 71,422 47,441 Ancillary port service 1,896 1,564 513 282 1,616 1,215 389 282 2,927 1,546 7,341 4,889 revenues Destination service 38 18 735 545 11 1 735 -- -- -- 1,519 564 revenues Over time Area Management revenues 1,245 808 3,800 2,737 3,398 2,221 922 401 15 7 9,380 6,174 IFRIC 12 Construction 1,234 -- -- -- -- -- 8,427 54,250 -- -- 9,661 54,250 revenue Other ancillary revenues 269 255 243 213 276 361 330 66 565 347 1,683 1,242 Total Revenues as reported 25,391 16,147 15,393 9,950 25,280 17,376 31,225 69,042 8,289 5,834 105,578 118,349 in note 3
The following table provides information about receivables, contract assets and contract liabilities from contracts with customers:
Period ended Period ended Year ended
Revenue 30 September 2023 30 September 2022 31 March 2023
(USD '000) (USD '000) (USD '000)
Receivables, which are included in 'trade and other receivables' 23,577 18,360 14,380
Contract assets 1 424 411
Contract liabilities (896) (1,125) (896)
22,682 17,659 13,895
The contract assets primarily relate to the Group's rights to consideration for work completed but not billed at the reporting date on Commercial services provided to vessels and rental agreements. The contract assets are transferred to receivables when the rights become unconditional. This occurs when the Group issues an invoice to the customer.
The contract liabilities primarily relate to the advance consideration received from customers for providing services, for which revenue is recognised over time. These amounts will be recognised as revenue when the services have been provided to customers and billed.
The amount of USD1,125 thousand recognised in contract liabilities at 31 March 2023 has been recognised as revenue during the period ended 30 September 2023.
The amount of revenue recognised in the period ended 30 September 2023 from performance obligations satisfied (or partially satisfied) in previous periods is USD1 thousand. This is mainly due to the nature of operations.
No information is provided about remaining performance obligations at 30 September 2023 that have an original expected duration of one year or less, as allowed by IFRS 15. 5. Finance income and costs
Finance income comprised the following:
Year ended 31 March
Six months ended 30 September Six months ended 30 September 2023
Finance income 2023 2022
(USD '000)
(USD '000) (USD '000)
(Audited)
Other foreign exchange gains 8,230 2,063 3,382
Interest income on related 23 180 527
parties
Interest income on banks and 4,931 610 1,587
others
Interest income from housing 24 -- 4
loans
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DJ Interim Results for the six months to 30 -11-
Interest income from debt 13 28 176 instruments Total 13,221 2,881 5,676
The income from financial instruments within the category financial assets at amortized costs is USD 4,978 thousand (30 September 2022: USD 790 thousand, 31 March 2023: USD 2,118 thousand). Income from financial instruments within the category fair value through profit and loss is USD 13 thousand (30 September 2022: USD 28 thousand, 31 March 2023: USD 176 thousand).
Finance costs comprised the following:
Year ended 31 March
Six months ended 30 Six months ended 30 2023
Finance costs September 2023 September 2022
(USD '000)
(USD '000) (USD '000)
(Audited)
Interest expense on loans and borrowings 33,342 16,840 34,740
Foreign exchange losses on other loans 658 598 1,058
and borrowings
Interest expense on lease obligations 2,336 1,733 3,756
Foreign exchange losses on equity 403 365 412
translation (*)
Other foreign exchange losses 390 8,882 1,899
Bank and loan commission expenses 8,176 1,716 3,303
Unwinding of provisions during the year 219 162 333
Letter of guarantee commission expenses 6 7 462
Other interest expenses 2,715 32 1,698
Other costs 15 46 57
Total 48,260 30,381 47,718
(*) Ege Ports and Bodrum Cruise Port have functional currency of USD while their books are required to be kept as per Turkish Companies Law "VUK 213" article 215 in TL. All equity transactions are made in TL and transaction incurred during the year are being translated to USD resulting to foreign exchange differences on the profit or loss account.
The interest expense for financial liabilities not classified as fair value through profit or loss is USD 35,678 thousand (30 September 2022: USD 18,573 thousand, 31 March 2023: USD 38,496 thousand). 6. Taxation
Income tax expense is recognised based on management's estimate of the average annual effective income tax rate for each relevant taxing jurisdiction and applied individually to the interim period pre-tax income of each jurisdiction.
For the six months ended 30 September 2023, 30 September 2022 and for the year ended 31 March 2023, income tax (credit) / expense comprised the following:
Year ended
Six months ended 30 September Six months ended 30 September 31 March
2023 2022 2023
(USD '000) (USD '000) (USD '000)
(Audited)
Current income taxes (5,100) (1,209) (1,838)
Deferred tax benefit (6,285) (1,733) 830
In respect of the current year (4,657) (473) (931)
Recognition of previously unrecognized tax (107) (1,260) 1,761
losses
Change in tax rate (1,521) -- --
Total (11,385) (2,942) (1,008) 7. Intangible assets
A summary of the movements in the net book value of intangible assets for the six months ended on 30 September 2023 and 2022, and the year ended 31 March 2023 are as follows:
Year ended 31 March
Six months ended 30 September 2023 Six months ended 30 September
2023 2022
(USD '000)
(USD '000) (USD '000)
(Audited)
Net book value as at 1 April 509,023 410,971 410,971
Additions 48,981 119,431 63,062
Disposals -- (452) --
Amortization (11,633) (16,523) (7,982)
Currency translation differences (3,538) (4,404) (21,061)
Net book value as at period / 542,833 509,023 444,990
year end
The details of the principal port operation rights as at 30 September 2023, 31 March 2023 and 30 September 2022 are as follows:
As at 30 September 2023 As at 31 March 2023 As at 30 September 2022
USD '000 Carrying Remaining Carrying Remaining Carrying Remaining
Amount Amortisation Period Amount Amortisation Period Amount Amortisation Period
Creuers del Port de 60,076 81 months 66,217 87 months 63,639 93 months
Barcelona
Cruceros Malaga 8,367 107 months 8,865 113 months 8,163 119 months
Valletta Cruise Port 53,418 518 months 55,366 524 months 49,925 530 months
Port of Adria 12,513 243 months 13,137 249 months 11,994 255 months
Tarragona Cruise 1,627 126 months 671 132 months 442 120 months
Port
Global Ports Canary 5,079 471 months 5,021 477 months -- --
Islands
GPH Alicante 1,140 174 months 1,059 180 months -- --
Ege Ports 45,212 342 months 8,533 120 months 8,943 126 months
Bodrum Cruise Port 2,282 534 months 2,308 540 months 2,334 546 months
Nassau Cruise Port 349,762 287 months 344,080 293 months 295,944 299 months
Cagliari Cruise Port 968 39 months 1,144 45 months 1,156 51 months
Catania Cruise Port 1,183 51 months 1,339 57 months 1,305 63 months 8. Trade and other receivables
As at
As at As at
31 March 2023
30 September 2023 30 September 2022
(USD '000)
(USD '000) (USD '000)
(Audited)
Trade receivables 23,578 14,791 18,784
Deposits and advances given (*) 4,827 4,998 5,048
Other receivables 2,805 3,861 4,116
Total trade and other receivables 31,210 23,650 27,948
(*) Venetto Sviluppo, the 51% shareholder of APVS, which in turn owns a 53% stake in Venezia Terminal Passegeri S.p.A (VTP), has a put option to sell its shares in APVS partially or completely (up to 51%) to Venezia Investimenti (VI). This option originally can be exercised between 15 May 2017 and 15 November 2018, extended until the end of November 2023. If VS exercises the put option completely, VI will own 99% of APVS and accordingly 71.51% of VTP. The Group has given a deposit for its portion of 25% in VI, which in turn has given the full amount of call option as guarantee letter to VS. 9. Capital and reserves
Dividends
Dividend distribution declarations are made by the Company in GBP and paid in USD in accordance with its articles of association, after deducting taxes and setting aside the legal reserves as discussed above.
The Board of the Company has decided to temporarily suspend the dividend since the full year 2019 and until there is a full recovery from the Covid-19 pandemic.
Dividend distributions made by Valletta Cruise Port to other shareholders with non-controlling interest, amounting to USD 733 and paid fully, Balearic Handling to other shareholders amounting to USD 70 (not paid), and Shore Handling to other shareholders amounting to USD 60 (not paid) (twelve months period ended 31 March 2023: No dividends, 6 months period ended 30 September 2022: No dividends). 10. Loans and borrowings
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Loans and borrowings comprised the following:
As at
As at As at
31 March
30 September 2023 30 September 2022
Current loans and borrowings 2023
(USD '000) (USD '000)
(USD '000)
(Audited)
Current portion of bonds issued (i), (ii) 14,991 17,834 15,940
Current bank loans 18,746 26,170 23,016
Current portion of long-term bank loans 20,341 19,997 37,281
Lease obligations 3,754 2,487 3,937
-- Finance leases 1,345 1,062 1,074
-- Lease obligations recognized under IFRS 16 2,409 1,425 2,863
Total 57,832 66,488 80,174
As at
As at As at
31 March
30 September 2023 30 September 2022
Non-current loans and borrowings 2023
(USD '000) (USD '000)
(USD '000)
(Audited)
Non-current portion of bonds and notes issued (i), (ii) 252,277 242,820 225,070
Non-current bank and other loans (iii) 371,008 303,390 237,378
Lease obligations 58,259 59,744 56,331
-- Finance leases 589 1,026 1,231
-- Lease obligations recognized under IFRS 16 57,670 58,718 55,100
Total 681,544 605,954 518,779
10 Loans and borrowings (continued)
(i) Nassau Cruise Port has issued an unsecured bond with a total nominal volume of USD 133.3 million pursuant to the Bond Subscription Agreement dated 29 June 2020. The unsecured bonds have been sold to institutional investors at par across two tranches in local currency Bahamian Dollar and US-Dollar, which are pari-passu to each other, and with a fixed coupon of 8.0% across both tranches payable semi-annually starting 30 June 2021. Final maturity of the bond is 30 June 2040, principal repayment will occur in ten equal, annual installments, beginning in June 2031 and each year afterwards until final maturity.
Nassau Cruise Port has issued two additional tranches of unsecured notes with a total nominal volume of USD 110 million pursuant to note purchase agreements dated 24 June 2021,29 September 2021 and 22 November 2021.
Notes have a fixed coupon of 5.29%, 5.42% and 7.50% respectively, payable semi-annually starting 31 December 2021. Final maturity of the notes is 31 December 2040 (amortising), 31 December 2031 (bullet repayment) and 31 December 2029, respectively.
The bonds and the notes are general obligation of Nassau Cruise Port and not secured by any specific collateral or guarantee. No other entity of the Group has provided any security or guarantee with respect to the Nassau Cruise Port bond and notes. The bonds and the notes contain a covenant that Nassau Cruise Port must maintain a minimum debt service coverage ratio of 1.30x prior to the distribution of any dividends to shareholders.
(ii) At 27 July 2021, the Group entered into a five-year, senior secured loan agreement for up to USD 261.3 million with the investment firm Sixth Street to refinance Eurobond. USD186.3m of this loan has been drawn for the refinancing as of the reporting date, while the remaining USD75m represent a growth financing facility which the Group can draw meeting certain requirements. Under the terms of the Facility Agreement, the Company will have the ability to select from a range of interest payment options including an all-cash interest rate of Libor 7%, a cash interest rate of LIBOR +5.25% plus PIK rate of 2%, or a PIK only rate of LIBOR +8.5% up until December 2022. The loan repayment is repaid with a bullet payment at final maturity in July 2026. The Group, at its discretion, will not be required to make any debt service payments (principal or interest) until calendar year-end 2022. As part of the financing arrangement with Sixth Street, the Company has agreed to issue warrants to Sixth Street for a subscription price equal to the nominal value per share representing 9.0% of the Company's fully-diluted share capital (subject to customary adjustments).
At 23 March 2023, the up-front concession fee payment amounting to USD38.9m has been financed by partial utilization of the USD 75 million growth facility provided by Sixth Street, previously announced on 24 May 2021 and approved by shareholders on 9 June 2021. As part of the additional draw down with Sixth Street, GPH has issued further warrants to Sixth Street representing an additional 2.0% of GPH's fully diluted share capital (in addition to warrants issued at financial closing in July 2021 equivalent of 9.0% of GPH's fully diluted share capital).
In accordance with the Facility Agreement the reference rate for determination of interest will change from LIBOR to adjusted SOFR for interest periods after 30 June 2023. The SSP Facility agreement includes a detailed formula which determines a premium over the 3-month term SOFR which is intended to neutralize any difference between LIBOR and Term SOFR. There should be no material difference in interest cost between the current interest payment with LIBOR and that under SOFR. This loan was fully paid as of 29 September 2023 through Notes explained (iii).
(iii) The Group has issued USD 330 million of secured private placement notes to insurance companies and long-term asset managers at a fixed coupon of 7.87%. The Notes have received an investment grade credit rating from two rating agencies and will fully amortize over 17 years, with a weighted average maturity of c13 years. The majority of the proceeds have been used to repay in full the outstanding senior secured loan from Sixth Street referred to above under (ii), including early repayment fees and accrued interest. 11. Provisions
For the period ended 30 September 2023, the movements of the provisions are stated below:
Replacement Nassau Ancillary Italian Ports Unused
provisions for contribution Concession fee vacations Legal Other Total
Creuers (*) provision (**) provision (***)
Balance at 1 8,726 12,566 569 351 351 338 22,901
April 2023
Provisions 571 126 -- 176 5 5 883
created
Paid in cash -- -- (152) -- (49) (110) (311)
Unwinding of 210 -- 10 -- -- -- 220
provisions
Currency
translation (230) -- (11) (118) (13) (48) (420)
difference
Balance at 30 9,277 12,692 416 409 294 185 23,273
September 2023
Non-current 9,277 2 280 -- -- 11 9,570
Current -- 12,690 136 409 294 174 13,703
9,277 12,692 416 409 294 185 23,273
(*) As part of the concession agreement between Creuers and the Barcelona (entered in 1999 for WTC wharf and in 2003 for Adossat Wharf) and Malaga Port Authorities (entered in 2008), the Company has an obligation to maintain the port equipment in good operating condition throughout its operating period, and in addition return the port equipment to the Port Authorities in a specific condition at the end of the agreement.
(**) As part of agreement between NCP and Government of Bahamas entered into in 2019, ancillary contributions will be made to local community to increase the wealth of people of Bahamas. These payments will be made as grant and partly as interest free loan. Therefore, a provision is provided for ancillary contributions based on Management's best estimate of these payments.
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(***) On 13 June 2011, Catania Port Authority and Catania Cruise Terminal S.r.l. ("CCT") entered into an agreement regarding the operating concession for the Catania Passenger Terminal which terminates on 12 June 2026. CCT had an obligation to pay a concession fee to the Catania Port Authority of Euro 135,000 per year until end of concession. The expense relating to this concession agreement is recognized on a straight-line basis over the concession period, giving rise to an accrual in the earlier years. 12. Earnings / (Loss) per share
The Group presents basic earnings per share ("basic EPS") data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period, less own shares acquired.
The Group introduced share-based payments as part of its long-term incentive plan to directors and senior management in 2019. The shares to be granted to the participants of the scheme are only considered as potential shares when the market vesting conditions are satisfied at the reporting date. None of the market conditions are satisfied at the reporting date and therefore there is no dilution of the earnings per share or adjusted earnings per share.
At a General Meeting of the Company held on 9 June 2021, certain resolutions were passed related to issuing warrants to Sixth Street, in the context of the financing package agreed with Sixth Street, representing 9.0% of the fully-diluted share capital, and these warrants have been issued in July 2021. Resolutions were also passed related to issuing further warrants to Sixth Street, pro-rata to the utilisation of the USD 75.0 million growth facility, of which additional warrants representing 2.0% of the Company's fully-diluted share capital have been issued in connection of the partial drawdown from the USD 75 million growth facility in March 2023. The warrants become exercisable upon certain specific events, including the acceleration, repayment in full or termination of the loan, de-listing of GPH or a change of control. None of the exercising events are happened at the reporting date, and therefore there is no dilution of the earnings per share or adjusted earnings per share.
In July 2023 the Company issued 5,144,445 new ordinary shares at 206.5358 pence per share to Global Yatirim Holding ("GIH"), in satisfaction of the same amount (USD 13,809,469) of a shareholder loan owed by the Company to GIH ("GIH Share Issuance"). The total number of new ordinary shares is approximately 8.2 per cent. of the current issued share capital of the Company, and the total issued share capital after the debt-to-equity conversion is 68,038,008 ordinary shares (inclusive of an additional 66,600 shares to be issued under the Company's long term incentive plan).
The GIH Share Issuance constitutes an 'Adjustment Event' for the purposes of the warrant instrument with Sixth Street,
Accordingly, the aggregate warrant holdings will continue to entitle the Sixth Street to receive ordinary shares representing 11.0% of the Company's fully-diluted share capital.
12 Earnings / (Loss) per share (continued)
Earnings per share is calculated by dividing the loss attributable to ordinary shareholders, by the weighted average number of shares outstanding.
Six months Six months Year ended
ended ended
31 March
30 September 30 September
2023 2022 2023
(USD '000) (USD '000) (USD '000)
(Audited)
Loss attributable to owners of the Company (11,376) (16,564) (24,998)
Weighted average number of shares 64,051,416 62,826,963 62,826,963
Basic and diluted earnings / (loss) per share with par value of GBP 0.01 (17.8) (26.4) (39.8)
(cents per share) 13. Capital and reserves
a) Share capital
The Company's shares are ordinary voting shares. There are no preferential rights attached to any shares of the Company.
As of 13 July 2023, the Company entered into a subscription agreement with its ultimate parent company Global GIH to issue 5,144,445 new shares of GBP0.01 each in the capital of the Company at 206.5358 pence per ordinary share (the "Issue Price") to GIH, in satisfaction of the same amount of the Company's debt owed to GIH under a facility agreement between the Company and GIH. The GIH Share Issuance involves the release of USD 13,809,469, out of the total amount owed by Company to GIH under this facility agreement for the new ordinary Shares at the Issue Price.
As of 18 August 2023, the Company issued 66,600 new ordinary shares of GBP0.01 each in the capital of the Company at an issue price equal to nominal value under the Company's Long Term Incentive Plan ("LTIP").
The details of paid-up share capital as of 30 September 2023, and 31 March 2023 are as follows:
Number of shares Share capital Share Premium
'000 USD'000 USD'000
Balance at 1 April 2022 62,827 811 --
Balance at 31 March 2013 62,827 811 --
Issuance of new shares per subscription agreement 5,144 66 13,743
Issuance of new shared per LTIP 67 1 --
Balance at 30 September 2023 68,038 878 13,743
b) Share premium
As of 13 July 2023, the Company issued 5,144,445 new shares each GBP0.01 totalling GBP 51,444.45 (USD 66,444) for a payable amount of USD 13,809 thousand. Balance amounting USD 13,743 thousand from this transaction was booked as share premium. 14. Commitment and contingencies
There are pending lawsuits that have been filed against or by the Group. Management of the Group assesses the possible results and financial effects of these lawsuits at the end of each period and as a result of these assessments, the required provisions are recognised for the possible expenses and liabilities. The total provision amount that has been recognised as at 30 September 2023 is USD 294 thousand (31 March 2023: USD 351 thousand, 31 September 2022: USD 430 thousand).
The information related to the significant lawsuits that the Group is directly or indirectly a party to, is outlined below:
The Port of Adria-Bar (Montenegro) is a party to the disputes arising from the collective labour agreement executed with the union by Luka Bar AD (former employer/company), which was applicable to Luka Bar AD employees transferred to Port of Adria-Bar. The collective labour agreement has expired in 2010, before the Port was acquired by the Group under the name of Port of Adria-Bar. However, a number of lawsuits have been brought in connection to this collective labour agreement seeking (i) unpaid wages for periods before the handover of the Port to the Group, and (ii) alleged underpaid wages as of the start of 2014. On March 2017, the Supreme Court of Montenegro adopted a Standpoint in which it is ruled that collective labour agreement cannot be applied on rights, duties and responsibilities for employees of Port of Adria-Bar after September 30th, 2010. Although the Standpoint has established a precedent that has applied to the claims for the period after September 30th, 2010; there are various cases pending for claims related to the period of October 1st, 2009 - September 30th, 2010. In respect of the foregoing period of one year, the Port of Adria-Bar has applied to the Constitutional Court to question the alignment of the collective labour agreement with the Constitution, Labor Law and general collective agreement. The Port of Adria-Bar was notified that the application for initiating the procedure for reviewing the legality of the Collective Agreement has been rejected due to a procedural reason, without evaluating the arguments submitted. On May 17, 2021, the Supreme Court dismissed Port of Adria's case and confirmed and accepted the applicability of the conflicting articles of the collective bargaining agreement in terms of employees' lawsuits for employees.
The GIH Share Issuance dated 13 July 2023 constitutes an 'Adjustment Event' for the purposes of the warrant instrument dated 14 May 2021 (refer to note 10 (ii)) entered into by the Company as part of a five-year, senior-secured loan arrangement with investment funds managed by global investment firm Sixth Street, pursuant to which the Company agreed to issue warrants to Sixth Street carrying the right to subscribe for shares in the Company representing 11.0% of the fully diluted share capital . Accordingly, the aggregate warrant holdings under the warrant instrument will continue to entitle the Sixth Street to receive ordinary shares representing 11.0% of the fully-diluted share capital. 15. Related parties
There are no changes in the related parties of these interim financial statements compared to those used in the Group's consolidated financial statements as at and for year ended 31 March 2023.
All related party transactions between the Company and its subsidiaries have been eliminated on consolidation and are therefore not disclosed in this note.
Due from related parties
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Current and non-current receivables from related parties comprised the following:
As at
As at As at
31 March
30 September 2023 30 September 2022
Current receivables from related parties 2023
(USD '000) (USD '000)
(USD '000)
(Audited)
Straton Maden (*) 63 64 64
Global Menkul -- -- 35
Lisbon Cruise Terminals lda 31 21 21
Adonia Shipping (*) 14 11 11
Other Global Yatirim Holding Subsidiaries 259 239 242
Total 367 335 373
15 Related parties (continued)
As at
As at As at
31 March
30 September 2023 30 September 2022
Non-current receivables from related parties 2023
(USD '000) (USD '000)
(USD '000)
(Audited)
Goulette Cruise Holding (**) 9,445 9,553 8,182
Total 9,445 9,553 8,182
(*) These amounts are payments in advance for contracted work. These have an interest rate charged of 37.50% p.a. as at 30 September 2022 (31 March 2023: 11.75%, 30 September 2022: 17.50%).
(**) Company is financing its Joint venture for the payment of La Goulette Shipping Company acquisition price with a maturity of 5 years with bullet repayment at the end of term. Yearly interest up to 8% (31 March 2022: 8%, 30 September 2021: 8%) is accruing and paid at maturity.
Due to related parties
Current payables to related parties comprised the following:
As at
As at As at
31 March
30 September 2023 30 September 2022
2023
Current payables to related parties (USD '000) (USD '000)
(USD '000)
(Unaudited) (Unaudited)
(Audited)
Mehmet Kutman 2,083 1,395 761
Global Sigorta (*) -- 64 --
Global Yatirim Holding 4,923 2,756 612
Aysegül Bensel 940 690 440
Other Global Yatirim Holding Subsidiaries -- 2 31
Total current payables 7,946 4,907 1,844
Global Yatirim Holding (**) 14,123 24,923 8,872
Total non-current payables 14,123 24,923 8,872
(*) These amounts are related to professional services provided. These have an interest rate of 37.50% p.a. as at 30 September 2023 (31 March 2023: 11.75%, 30 September 2022: 9.00%).
(**) This amount is mostly given for financing requirements of subsidiaries and project expenses with an interest applied of 7.5% to 9.0%.
Transactions with related parties
Transactions with other related parties comprised the following for the following periods:
Six months ended Six months ended Year ended
(USD '000) 30 September 2023 30 September 2022 31 March 2023
(Audited)
Interest Interest Interest
Other Other Other
Received Received Received
Global Yatirim Holding 165 22 -- -- 179 47
Goulette Cruise Holding 169 -- 171 -- 348 --
Total 334 22 171 -- 527 47
USD '000
Project Interest Project Project Interest
Other
Expenses Expenses Expenses Expenses Expenses
Global Yatirim Holding 3,748 1,985 887 -- 4,163 1,545
Total 3,748 1,985 887 -- 4,163 1,545 16. Financial Instruments' fair value disclosures
Fair value measurements
The information set out below provides information about how the Group determines fair values of various financial assets and liabilities.
Determination of the fair value of a financial instrument is based on market values when there are two counterparties willing to sell or buy, except under the conditions of events of default forced liquidation. The Group determines the fair values based on appropriate methods and market information and uses the following assumptions: the fair values of cash and cash equivalents, other monetary assets, which are short term, trade receivables and payables and long term foreign currency loans and borrowings with variable interest rates and negligible credit risk change due to borrowings close to year end are expected to approximate to the carrying amounts.
The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable and consists of the following three levels: - Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities; - Level 2: Input other than quoted prices included within level 1 that are observable for the assets orliabilities, either directly (i.e. as prices) or indirectly (i.e. derived from prices); - Level 3: Inputs for the asset or liability that is not based on observable market data (unobservableinputs).
Except as detailed in the following table, the directors consider the carrying amounts of the Group's financial assets and financial liabilities were approximate to their fair values.
As at 30 September 2023 As at 31 March 2023 As at 30 September 2022
Note
(Audited)
(USD '000) Carrying Value Fair Value Carrying Value Fair Value Carrying Value Fair Value
Financial assets
Loans and receivables 34,837 34,837 27,365 27,365 40,897 40,897
Other financial assets 64 64 65 65 51 51
Financial liabilities
Loans and borrowings 10 674,509 674,509 610,211 610,211 538,685 538,685
Lease obligations 62,013 62,013 62,231 62,231 60,268 60,268
The Group's lease obligations fair value has been obtained using the discounted cash flow model.
The fair value of loans and borrowings has been determined in accordance with the most significant inputs being discounted cash flow analysis and discount rates.
Financial instruments at fair value
The table below analyses the valuation method of the financial instruments carried at fair value. The different levels have been defined as follows:
(USD '000)
Level 1 Level 2 Level 3 Total
As at 30 September 2023 Derivative financial liabilities -- -- -- --
As at 31 March 2023
Derivative financial liabilities -- (45) -- (45)
(Audited)
As at 30 September 2022 Derivative financial liabilities -- (16) -- (16)
The valuation technique and inputs used to determine the fair value of the interest rate swap is based on future cash flows estimated based on forward interest rates (from observable yield curves at the end of the reporting period) and contract interest rates, discounted at a rate that reflects the credit risk of various counterparties. 17. Events after the reporting date
The Group purchased from the minority shareholder its 38% holding in Barcelona Port Investments S.L. (BPI), taking GPH's holding in BPI to 100%. As a result of this transaction, GPH's indirect holding in Creuers De Port de Barcelona S.A (Creuers) has increased to 100%, which increases GPH's interest in both Barcelona Cruise Port and Malaga Cruise Port to 100% from 62%. In addition, GPH's effective interest in SATS-Creuers Cruise Services PTE. LTD (Singapore Cruise Port) rises to 40% from 24.8% and the effective interest in Lisbon Cruise Port LD (Lisbon Cruise Port) rises from 46.2% to 50%.
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